-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Uq3EOu3U06WBu0Gt9LehObhTiJCGV6y/wyJ1KCj0+p+uHOx9vOUmaSQ8rGTRRH1Q bc6F8xYa9D/ysgDooF+vGA== 0000931763-96-000002.txt : 19960111 0000931763-96-000002.hdr.sgml : 19960111 ACCESSION NUMBER: 0000931763-96-000002 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960308 FILED AS OF DATE: 19960109 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENCOR INDUSTRIES INC CENTRAL INDEX KEY: 0000064472 STANDARD INDUSTRIAL CLASSIFICATION: CONSTRUCTION MACHINERY & EQUIP [3531] IRS NUMBER: 590933147 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-03821 FILM NUMBER: 96501904 BUSINESS ADDRESS: STREET 1: 5201 N ORANGE BLOSSOM TRAIL CITY: ORLANDO STATE: FL ZIP: 32810 BUSINESS PHONE: 4072906000 MAIL ADDRESS: STREET 2: 5201 N ORANGE BLOSSOM CITY: ORANLANDO STATE: FL ZIP: 32810 FORMER COMPANY: FORMER CONFORMED NAME: MECHTRON INTERNATIONAL CORP DATE OF NAME CHANGE: 19880128 FORMER COMPANY: FORMER CONFORMED NAME: MECHTRON GENCO CORP DATE OF NAME CHANGE: 19720411 FORMER COMPANY: FORMER CONFORMED NAME: MECHTRON CORP DATE OF NAME CHANGE: 19690909 DEF 14A 1 NOTICE & PROXY SCHEDULE 14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934(Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a- 6(e)(2)) [X] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to (S)240.14a-11(c) or (S) 240.14a-12 - -------------------------------------------------------------------------------- Gencor Industries, Inc. - -------------------------------------------------------------------------------- Payment of Filing Fee (Check the appropriate box): [X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or Item 22(a)(2) or Schedule 14A. [ ] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6i)(3). [ ] Fee Computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. 1) Title of each class of securities to which transaction applies: _______________________________________________________________________ 2) Aggregate number of securities to which transaction applies: _______________________________________________________________________ 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): _______________________________________________________________________ 4) Proposed maximum aggregate value of transaction: _______________________________________________________________________ 5) Total fee paid: _______________________________________________________________________ [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid: _____________________________________________ 2) Form, Schedule or Registration Statement No.: _____________________________________________ 3) Filing Party: _____________________________________________ 4) Date Filed: _____________________________________________ GENCOR INDUSTRIES, INC. 5201 NORTH ORANGE BLOSSOM TRAIL ' ORLANDO, FLORIDA 32810 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MARCH 8.1996 TO THE SHAREHOLDERS OF GENCOR INDUSTRIES, INC.: Notice is hereby given that the Annual Meeting of Shareholders of Gencor Industries, Inc., a Delaware corporation (the "Company"), will be held at the Gencor Corporate Offices, 5201 North Orange Blossom Trail, Orlando, Florida, on March 8, 1996 at 9:00 a.m. local time, for the following purposes, all of which are more completely set forth in the accompanying Proxy Statement: 1. To elect five Directors of the Company. Common Stock shareholders will elect one Director, and Class B Stock shareholders will elect four Directors. 2. To ratify the selection of Deloitte & Touche LLP, independent certified public accountants, as auditors for the Company for the year ending September 30, 1996. 3. To transact such other business as may properly come before the Meeting. Only shareholders of record at the close of business on January 5, 1996, are entitled to notice of and to vote at the Annual Meeting. The Company's Proxy Statement, forms of proxy, and Annual Report for the twelve months ended September 30, 1995, accompany this notice. By order of the Board of Directors, John E. Elliott Secretary Orlando, Florida Date: January 5, 1996 Enclosures ****YOUR VOTE IS IMPORTANT**** YOU ARE URGED TO DATE, SIGN, AND PROMPTLY RETURN YOUR PROXY SO THAT YOUR SHARES MAY BE VOTED IN ACCORDANCE WITH YOUR WISHES AND IN ORDER THAT THE PRESENCE OF A QUORUM MAY BE ASSURED. THE PROMPT RETURN OF YOUR SIGNED PROXY, REGARDLESS OF THE NUMBER OF SHARES YOU HOLD, WILL AID THE COMPANY IN REDUCING THE EXPENSE OF ADDITIONAL PROXY SOLICITATION. THE GIVING OF SUCH PROXY DOES NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IN THE EVENT YOU ATTEND THE MEETING. GENCOR INDUSTRIES, INC. 5201 North Orange Blossom Trail ' Orlando, Florida 32810 PROXY STATEMENT for ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MARCH 8, 1996 This Proxy Statement is furnished in connection with the Annual Meeting of Shareholders of Gencor Industries, Inc. (the "Company") to be held March 8, 1996, at 9:00 a.m. local time, at the Gencor Corporate Offices, 5201 North Orange Blossom Trail, Orlando, Florida. A Notice of Annual Meeting, form of proxy, and Annual Report for the twelve months ended September 30, 1995 accompany this Proxy Statement. This Proxy Statement and accompanying proxy are first being mailed to shareholders on or about January 9, 1996. SOLICITATION AND REVOCATION OF PROXY This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of the Company to be used at the Annual Meeting of the holders of the Company's Common Stock, par value $.10 per share, and Class B Stock, par value $.10 per share (hereinafter referred to as "Common Stock" and "Class B Stock," respectively) to be held March 8, 1996. The enclosed proxy may be revoked at any time before it is exercised by attending and voting in person at the meeting, by giving written notice of revocation to the Secretary of the Company prior to the taking of the vote for which such proxy has been given, or by delivery to the Secretary of the Company of a duly executed proxy bearing a later date. Notice and delivery shall occur upon actual receipt by the Secretary of the Company at its principal place of business. The cost of soliciting proxies will be borne by the Company. In addition to the use of the mails, proxies may be solicited personally, by telephone, or by telegraph by the Directors, Officers, and employees of the Company, or by the Company's transfer agent. Also, the Company will make arrangements with banks, brokerage houses, and other nominees, fiduciaries, and custodians holding shares in their names or in those of their nominees to forward proxy materials to the beneficial owners of shares, and the Company will, upon request, reimburse such entities for their reasonable expenses in sending the proxy materials. All properly executed unrevoked proxies received in time for the meeting will be voted as specified. If no other indication is made, the proxies will be voted for the election of Directors shown as nominees and as recommended by the Board of Directors with regard to all other matters. VOTING SECURITIES At the close of business on December 18, 1995, there were 1,338,833 shares of Common Stock and 434,032 shares of Class B Stock outstanding and entitled to vote at the Annual Meeting. The holders of such shares are entitled to one vote for each share of stock held by them on any matter to be presented at the Annual Meeting, including the election of Directors. The holders of Common Stock and Class B Stock will vote separately as a class on the election of Directors. Only shareholders of record at the close of business on January 5, 1996, are entitled to vote at the Annual Meeting and any adjournment thereof. Although the Company has not polled its Directors and Executive Officers, management expects that the Directors and Executive Officers will vote for the nominees and proposals as shown herein. The presence at the Annual Meeting, in person or by proxy, of a majority of the outstanding shares of each class of Common Stock and Class B Stock will constitute a quorum. The affirmative vote of the holders of the majority of shares represented in person or by proxy at the meeting will be required for any action to be passed. PROPOSALS TO SHAREHOLDERS 1. ELECTION OF DIRECTORS The Company's Certificate of Incorporation provides that 75% (calculated to the nearest whole number, rounding a fractional number of five-tenths (.5) to the next highest whole number) of the members of the Board shall be elected by Class B shareholders, voting separately as a class. The Company anticipates that the Class B Directors will be elected. Pursuant to the Company's Bylaws, the Board of Directors has fixed the number of Directors at five. The Board of Directors has selected the following persons as nominees for election as Directors at the 1996 Annual Meeting of Shareholders: To be elected by the Class B shareholders: E.J. Elliott Constantine L. Corpas John E. Elliott Peter Kourmolis The affirmative vote of shareholders holding a majority of the Company's issued and outstanding Class B Stock in attendance at the meeting, either in person or by proxy, is required to approve this proposal. Abstentions and broker non-votes will have no effect. To be elected by Common Stock shareholders: David A. Air The affirmative vote of shareholders holding a majority of the Company's issued and outstanding Common Stock in attendance at the meeting, either in person or by proxy, is required to approve this proposal. Abstentions and broker non-votes will have no effect. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ABOVE NOMINEES. Each of the nominees for the Board of Directors is presently serving as a Director of the Company. Each Director elected at the Annual Meeting shall hold office until his respective successor has been elected and qualified, or until such individual's earlier resignation or removal. It is the intention of the persons named in the accompanying form of proxy to nominate and, unless otherwise directed, vote such proxies for the election of the nominees named above as Directors. The Board of Directors knows of no reason why any nominee for Director would be unable to serve as a Director. If any nominee should for any reason become unable to serve, the shares represented by all valid proxies will be voted for the election of such other person as the Board of Directors may designate, or the Board of Directors may reduce the number of Directors to eliminate the vacancy. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY The following table lists each Director and Executive Officer of the Company and each nominee by class of stock for election as Director. The table also includes the age, principal occupation and business experience for the past five years, positions and offices held with the Company, and period of service as a Director or Executive Officer. PRINCIPAL OCCUPATION EXECUTIVE DIRECTOR NAME, AGE AND POSITIONS AND BUSINESS EXPERIENCE OFFICER OF OF COMPANY HELD WITH THE COMPANY DURING PAST FIVE YEARS COMPANY SINCE SINCE DIRECTORS TO BE ELECTED BY CLASS B STOCK SHAREHOLDERS: E. J. Elliott, 66 Chairman of the Board 1968 1968 Chairman of the Board and and President President; Director (1) of the Company (4) Constantine L. Corpas, 65 Attorney, Corpas & Pahys --- 1968 Director (1)(2)(3) John E. Elliott 35 Executive Vice 1985 1985 Executive Vice President, President of the Secretary Company since 1989; Director (2)(4) Vice President since 1986, Secretary since 1994. Peter Kourmolis, 79 Investor --- 1968 Director (3) DIRECTORS TO BE ELECTED BY COMMON STOCK SHAREHOLDERS: David A. Air, 62 Business Consultant. --- 1993 Director (2)(3) Managing Director General Combustion, Ltd., 1984-1992 EXECUTIVE OFFICERS OTHER THAN DIRECTORS (5): Alan Dawes, 52 Managing Director, 1985 --- General Combustion, Ltd. Since June 1992; prior to 1992 Technical Director of General Combustion, Ltd.,since 1985. 2 David F. Brashears, 48 Senior Vice President, 1978 --- Technology, since July 1993; prior to 1993, he was Vice President of Engineering since 1978. D. William Garrett, 46 Vice President, Sales 1991 --- since September 1991. Between 1985 and 1991, he served in several sales and marketing positions with Company and its subsidiaries. Marc G. Elliott, 30 (4) Vice President, 1993 --- Marketing since July 1993. He previously served in various marketing positions since he joined the Company in 1988. Russell R. Lee III, 46 Treasurer of the 1995 --- Company since December,1995. He previously served as Corporate Controller since he joined the Company in 1990. - -------- (1) Member of the Executive Committee. (2) Member of the Audit Committee. (3) Member of the Compensation Committee. (4) E.J. Elliott is the father of John E. Elliott and Marc G. Elliott. (5) Each executive officer holds office until his successor has been elected and qualified, or until his earlier resignation or removal. MEETINGS OF THE BOARD OF DIRECTORS AND CERTAIN COMMITTEES OF THE BOARD During the twelve months ended September 30, 1995, the Board of Directors of the Company held three (3) meetings. All members of the Board attended both meetings. The Board of Directors of the Company has a standing Audit Committee which met once during fiscal 1995. The Compensation Committee also met once during fiscal 1995, to discuss executive performance. During fiscal 1995, stock options were granted to several Executive Officers/Directors as described in this proxy statement and three (3) Executive Officers received salary increases during fiscal 1995. The Compensation Committee endeavors to ensure that the compensation program for executive officers of the Company is effective in attracting and retaining key executives responsible for the success of the Company and in promoting its long-term interests and those of its stockholders. The committee, without applying any specific quantitative formulas, considers such factors as net income, earnings per share, duties and scope of responsibility, industry standards and comparable salaries for the geographic area, corporate growth, profits goals and market share increases. The members of these committees are indicated by footnotes to the table under "Directors and Executive Officers of the Company" on the previous page. The Company does not have a Nominating Committee. The Audit Committee's responsibilities include selecting the Company's auditors and reviewing the Company's audit plan, financial statements and internal accounting and audit procedures. The functions of the Compensation Committee include establishment of compensation plans for Gencor's executive officers and administration of certain of Gencor's employee benefit and compensation programs. DIRECTORS FEES Directors fees are paid by the Company to non employee directors, at the rate of $1,000 per quarter and $750 per meeting attended. During the twelve months ended September 30, 1995, the Company paid Directors' fees in the aggregate amount of $18,750.00. EXECUTIVE COMPENSATION The following table presents certain summary information concerning compensation paid or accrued by the Company for services rendered in all capacities during the fiscal years ended September 30, 1993 ,1994 and 1995 for (i) the President of the Company and (ii) each of the other most highly compensated executive officers of the Company (determined as of the end of the last fiscal year) whose total annual salary and bonus exceeded $100,000 (collectively, the "Named Executive Officers"). 3 SUMMARY COMPENSATION TABLE
Long-Term Annual Compensation Compensation: Awards Underlying All other Name and Principal Position Year Salary (1) Options Compensation (2) - --------------------------------------- ----- ---------- ---------- ---------------- E. J. Elliott 1995 $300,000 95,000 shares $2,596 President and Chairman of the Board 1994 232,521 --- 2,192 1993 (3) 179,811 --- 2,192 John E. Elliott 1995 $120,000 50,000 shares $ 0 Executive Vice President and Secretary 1994 60,000 --- 0 1993 (3) 45,500 --- 0 D. William Garrett 1995 $110,000 --- $1,586 Vice President, Sales 1994 110,000 --- 2,010 1993 (3) 82,500 --- 2,010
- -------- (1) Does not include an amount for incidental personal use of business automobiles furnished by the Company to certain of its Named Executive Officers. The Company has determined that the aggregate incremental cost of such benefits to the Named Executive Officers does not exceed, as to any named individual, the lesser of $50,000 or 10% of the cash compensation reported for such person. (2) The Compensation reported under All Other Compensation represents contributions to the Company's 401(K) Plan on behalf of the Named Executive Officers to match 1995 pretax executive contributions (included under salary and bonus) made by each executive officer to such plan. (3) Nine months ended September 30, 1993. OPTION GRANTS IN LAST FISCAL YEAR The following table shows all grants of options to the Named Executive Officers of the Company in 1995. The options were granted under the Company's 1992 Plan. Pursuant to Securities and Exchange Commission (the "SEC"), rules, the table also shows the value of the options granted at the end of the option terms (ten years) if the stock price were to appreciate annually by 5% and 10%, respectively. There is no assurance that the stock price will appreciate at the rates shown in the table. The table also indicates that if the stock price does not appreciate, there will be no increase in the potential realizable value of the options granted.
Potential Realizable Value at Assumed Annual Rates of Stock Price Appreciation for Individual Grants Option Term ------------------------------------------- --------------------------------------- Number of Percent Securities of Total Options Underlying Granted to Exercise or Otions Employees in Base Price Expiration Name Granted) Fiscal Year ($/SH) Date 0% 5% 10% - ----------------- ---------- ---------------- ----------- ---------- ---- ------- --------- E. J. Elliott 95,000 47.5% $9.50 12/16/99 0 641,250 1,672,000 John E. Elliott 50,000 25.0 9.50 12/16/99 0 337,500 880,000
If the price of the Gencor Common Stock appreciates, the value of Gencor Common Stock held by the shareholders will also increase. For example, the market value of Gencor Common Stock on December 18, 1995, was approximately $13.7 million, based upon the market price on that date. If the Gencor Common Stock increases by 5% per year, the market value on December 18, 2005 of the same number of shares would be approximately $23.5 million. If the price of Gencor's Common Stock increases by 10% per year, the market value on December 18, 2005 would be approximately $39.2 million. 4 AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION VALUES The following table provides information as to options exercised by each of the Named Executive Officers of Gencor during 1995 and the value of options held by such officers at year end measured in terms of the closing price of Gencor Common Stock on September 30, 1995.
Number of Securities Underlying Value of Unexercised Unexercised In-The-Money Options Shares Options at FY-End At FY-End ($) Acquired on Value --------------------------- --------------------------- Name Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable - ------------------ ------------ ------------ ----------- -------------- ----------- ------------- E. J. Elliott None $0 95,000 0 $ 0 $0 John E. Elliott None 0 57,500 0 15,000 0 D. William Garrett None 0 15,000 0 101,250 0
OPTIONS AND RIGHTS In May of 1992, the Company's Board of Directors adopted the Gencor Industries, Inc. 1992 Stock Option Plan (the "1992 Plan") which authorizes the granting of options to Directors, officers and key employees of the Company or any of its present or future subsidiaries. Up to 100,000 shares of the Company's Common Stock, 100,000 shares of the Company's Class B Stock and fifteen percent (15%) of the authorized Common Stock of any Company subsidiary are subject to the 1992 Plan. Under the 1992 Plan, non-qualified options may be granted at any price, and the price of an incentive stock option must be at least the fair market value of the shares on the date of grant and if the optionee holds at least 10% of the total voting power of the Company, then the price of the incentive stock option must be 110% of the fair market value on the date of grant. The 1992 Plan is administered by a committee consisting of three members of the Company's Board of Directors. The committee determines when and to whom options will be granted and the terms of each option. Under the 1992 Plan, "reload options" may be granted permitting an optionee who used the stock-for-stock exercise method to receive back from the Company or its subsidiary a new option for the same number of shares delivered to exercise the option. Stock appreciation rights are not permitted under the 1992 Plan. Options may be granted over the life of the 1992 Plan. In addition to options under the 1982 Incentive Stock Option Plan, Director John E. Elliott held nonqualified stock options exercisable for 7,500 shares of either Common Stock or Class B Stock at September 30, 1995. These options were exercised at the exercise price of $7.50 per share on November 15, 1995. Contemporaneously with the adoption of the 1992 Plan, the Board of Directors authorized a stock option bonus for E.J. Elliott which would grant Mr. Elliott fifteen percent (15%) of the outstanding shares of stock of Thermotech Systems Corporation, a subsidiary of the Company. The terms and conditions for the issuance of such shares have not been finalized, and no shares or options with regard to Thermotech Systems Corporation have been issued to Mr. Elliott. Options are granted based on the performance of the officers, directors and employees. FIVE YEAR TOTAL RETURN COMPARISON The following graph compares the cumulative total return of the Company's stock with the Wilshire Small Capitalization Index and the Dow Jones Heavy Machinery Index for the period 12/31/90 through 9/30/95. The Company's fiscal year ends 9/30/95. These calculations assume the value of investment in Company stock, the Wilshire Index, and the Heavy Machinery Index was $100 on 12/31/90. These calculations assume reinvestment of dividends in the Wilshire Index and the Heavy Machinery Index. A ten percent (10%) stock dividend was declared on November 16, 1994, payable December 30, 1994, to shareholders of record, on November 16,1994. A five cent ($0.05) per share cash dividend was declared on December 1, 1995, payable January 5, 1996, to shareholders of record on December 18, 1995. Insert Graph:A 5 COMPARISON OF CUMULATIVE TOTAL RETURN AMONG GENCOR, WILSHIRE SMALL CAP INDEX, AND DOW JONES HEAVY MACHINERY INDEX WILSHIRE SMALL DOW JONES HEAVY GENCOR CAP INDEX MACHINERY ------ -------------- --------------- 12/31/90 100 100 100 12/31/91 575 152 104 12/31/92 1052 174 112 9/30/93 815 199 171 9/30/94 1177 197 181 9/30/95 1000 227 215 CERTAIN TRANSACTIONS WITH MANAGEMENT The Company leases vehicles from Marcar Leasing Corporation ("Marcar"), a corporation engaged in general leasing to the public of machinery, as well as vehicles, owned by members of E.J. Elliott's immediate family, including John E. Elliott and Marc G. Elliott. The terms of the leases are established based on the rates charged by independent leasing organizations and are believed by the Board of Directors to be more favorable than those generally available from independent third parties. Leases between the Company and Marcar generally provide for equal monthly payments over either thirty-six months or forty-eight months. During fiscal 1995, the Company made lease payments to Marcar in the aggregate amount of $13,551.02. Constantine L. Corpas is a partner in the law firm of Corpas & Pahys which is retained by the Company to perform legal services. During fiscal 1995, the Company paid the firm legal fees in the amount of $24,541.21 for services rendered. . OWNERSHIP OF SECURITIES BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth certain information as of December 18, 1995, with respect to (i) each person known to management to be the beneficial owner of more than 5% of the Company's Common Stock or Class B Stock, (ii) each Director of the Company, and (iii) the current Directors and Executive Officers of the Company as a group. Except as otherwise noted, each named beneficial owner has sole voting and investment power over the shares shown.
AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP PERCENT OF CLASS [1] ------------------------- --------------------- NAME AND ADDRESS OF COMMON CLASS B COMMON CLASS B BENEFICIAL OWNER STOCK STOCK STOCK STOCK E. J. ELLIOTT 95,275 [1] 382,772 [2] 6.6% 88.2% 5201 N. Orange Blossom Trail Orlando, FL 32810 CONSTANTINE L. CORPAS 16,500 27,500 1.2% 6.3% 5201 N. Orange Blossom Trail Orlando, FL 32810 JOHN E. ELLIOTT 77,000 69,380 [3] 5.3% 14.1% 5201. Orange Blossom Trail Orlando, FL 32810 PETER KOURMOLIS 12,203 --- * --- 5201 N. Orange Blossom Trail Orlando, FL 32810 DAVID A. AIR 1,100 --- * --- 5201 N. Orange Blossom Trail Orlando, FL 32810 HARVEY HOUTKIN 348,773 [4] --- 26.1% --- 78 Lafayette Avenue, Suite 207 Suffern, NY 10901
6 KENNEDY CAPITAL 128,918 [5] --- 9.6% --- MANAGEMENT, INC. 425 New Ballas Road, Suite 181 St. Louis, MO 63141 All Directors & Executive 235,668 [6] 529,652 [7] 16.2% 97.8% Officers as a Group [11 Persons]
- ---------- * Percentage ownership is less than 1% [1] Includes 275 shares of Common Stock held by members of Mr. Elliott's immediate family [other than John E. Elliott and Marc G. Elliott], as to which shares Mr. Elliott disclaims beneficial ownership. Also includes 95,000 shares of Common Stock subject to presently exercisable options. [2] Includes 15,000 shares of Class B Stock held by members of Mr. Elliott's immediate family [other than John E. Elliott and Marc G. Elliott], as to which shares Mr. Elliott disclaims beneficial ownership. [3] Includes 57,500 shares of Class B Stock subject to presently exercisable options. [4] Based on a Schedule 13D dated November 16, 1995, filed by Harvey Houtkin with the Securities and Exchange Commission. Includes 125,512 shares individually owned by Mr. Houtkin and subject to sole voting and dispositive power. Also includes the following shares with Mr. Houtkin as control person subject to shared voting and dispositive power: 30,028 shares owned by Wanshef, Inc., which includes 22,351 shares held by All-Tech Investment Group, Inc., a 100% owned subsidiary of Wanshef, Inc. Wanshef Inc. is owned 50% by Mr. Houtkin and 50% by Mark Shefts. Includes 79,240 shares of Common Stock held by members of Mr. Houtkin's immediate family, as to which shares Mr. Houtkin disclaims beneficial ownership. Includes 38,140 shares owned by Mr. Shefts, Mr. Houtkin's brother-in-law, and 75,853 shares owned by Wanda Shefts, Mr. Shefts' wife and Mr. Houtkins' sister. Mr. Shefts disclaims beneficial ownership in the shares held by Mrs. Shefts. [5] Based on letter dated December 27, 1995, from Kennedy Capital Management, Inc. [6] Includes 115,000 shares of Common Stock subject to presently exercisable options. [7] Includes 107,500 shares of Class B Stock subject to presently exercisable options. Section 16(a) of the Exchange Act requires the Company's directors, officers and certain stockholders to file with the Commission an initial statement of beneficial ownership and certain statements of changes in beneficial ownership of equity securities of the Company. Based solely on its review of such forms received by it, the Company is unaware of any instances of noncompliance, or late compliance, with such filings during the fiscal year ended September 30, 1995, by its officers, directors or stockholders, except as disclosed in the next sentence. Due to on oversight, the change in beneficial ownership of 5,000 shares of Common Stock sold by D. William Garrett reportable in February 1995, and the option to purchase 5,000 shares of Common Stock granted to David Brashears, reportable in December 1994 were not reported until November 1995. 2. SELECTION OF AUDITORS On September 29, 1993, the Company dismissed Price Waterhouse LLP as its independent accountants. The reports of Price Waterhouse LLP on the financial statements for the past two fiscal years contained no adverse opinion or disclaimer of opinion. However, the 1992 report included a material uncertainty explanatory paragraph related to a material judgment against the Company in a patent infringement lawsuit. The report of Price Waterhouse LLP on the financial statements for the year ended December 31, 1991, also included a material uncertainty explanatory paragraph related to a material judgment and other litigation matters and an explanatory paragraph describing a change in accounting principle for revenue recognition from completed contract to percentage of completion for certain contracts. The Company's Audit Committee and Board of Directors participated in and approved the decision to change independent accountants. In connection with its audits for the two most recent fiscal years and through September 29, 1993, there have been no disagreements with Price Waterhouse LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of Price Waterhouse LLP would have caused them to make reference thereto in their report on the financial statement for such years. The Company engaged Deloitte & Touche LLP as its new independent accountants as of September 29, 1993. Representatives of Deloitte & Touche LLP are expected to be present at the meeting and will have the opportunity to make a statement and will be available to respond to appropriate questions. While ratification by shareholders of this appointment is not required by law or the Company's Certificate of Incorporation or Bylaws, management of the Company believes that such ratification is desirable. In the event this appointment is not ratified by an affirmative vote of shareholders holding a majority of the Company's issued and outstanding Class B Stock and Common Stock, together, in attendance at the meeting, either in person or by proxy, the Board of Directors of the Company will consider that fact when it appoints independent public accountants for the next fiscal year. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION AND APPROVAL OF ITS SELECTION OF DELOITTE & TOUCHE LLP AT THE 1996 ANNUAL MEETING. 7 3. OTHER BUSINESS The Board of Directors knows of no business which will be presented for action at the Annual Meeting other than as set forth in this Proxy Statement, but if any other matters properly come before the meeting, it is the intention of the persons named in the accompanying proxy to vote on such matters in accordance with their best judgment. SHAREHOLDER PROPOSALS Any proposal of a shareholder intended to be presented at the Company's 1997 Annual Meeting of Shareholders must be received by the President of the Company for possible inclusion in the Company's Proxy Statement, and notice of meeting relating to that meeting by September 11, 1996. Shareholder proposals must be made in compliance with applicable legal requirements promulgated by the Securities and Exchange Commission and be furnished to the President by certified mail, return receipt requested. YOU ARE URGED TO SIGN AND RETURN YOUR PROXY PROMPTLY TO MAKE CERTAIN YOUR SHARES WILL BE VOTED AT THE 1996 ANNUAL MEETING. FOR YOUR CONVENIENCE, A RETURN ENVELOPE IS ENCLOSED. BY ORDER OF THE BOARD OF DIRECTORS John E. Elliott Secretary Orlando, Florida January 5, 1996 8 CLASS B COMMON SHAREHOLDER PROXY GENCOR INDUSTRIES, INC. THIS CLASS B COMMON SHAREHOLDER PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS PROXY FOR ANNUAL MEETING OF SHAREHOLDERS MARCH 8, 1996. The undersigned hereby appoints E.J. Elliott, Russell R. Lee III, or any of them, as proxies, each with the power to appoint his or her substitute, to represent, and vote all shares of Class B Common Stock of and on behalf of the undersigned as designated on the reverse side at the Annual Meeting of Shareholders of Gencor Industries, Inc., to be held March 8, 1996, and any adjournments thereof, with all powers the undersigned would possess if personally present and voting at such meeting. - -------------------------------------------------------------------------------- FOLD AND DETACH HERE YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1 AND 2. Please mark your votes as indicated in [X] this example 1. ELECTION OF DIRECTORS E.J. Elliott, John E. Elliott, Constantine L. Corpas, Peter Kourmolls FOR nominee WITHHOLD (INSTRUCTION: To withhold authority to vote for any individual nominee, listed at right AUTHORITY write that nominee's name in the space provided below.) (except as marked to vote for to the contrary at right) nominee listed at right _______________________________________________________________________ [ ] [ ] 2. PROPOSAL TO RATIFY THE SELECTION OF 3. OTHER BUSINESS: The Proxies are This Proxy, when properly executed, will be DELOITTE & TOUCHE LLP AS AUDITORS authorized to vote in their voted in the manner directed herein by the discretion on such other undersigned shareholder. If no direction is FOR AGAINST ABSTAIN business as may properly come indicated, the Proxy will be voted FOR Proposals [ ] [ ] [ ] before the meeting. 1 and 2. PLEASE MARK ON THIS SIDE; THEN SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE ENCLOSED ______ ENVELOPE. | PLEASE SIGN EXACTLY AS NAME(S) APPEAR(S) | HEREON. If shares are held in the name of two or more persons, all must sign. When signing as Attorney, Executor, Administrator, Personal Representative, Trustee or Guardian, give full title as such. if signer is a corporation, sign full corporate name by duly authorized officer. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. Date:_____________________________________, 1996 ________________________________________________ Signature ________________________________________________ Signature if held jointly - ----------------------------------------------------------------------------------------------------------------------------------- FOLD AND DETACH HERE
COMMON SHAREHOLDER PROXY GENCOR INDUSTRIES, INC. THIS COMMON SHAREHOLDER PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS PROXY FOR ANNUAL MEETING OF SHAREHOLDERS MARCH 8, 1996. The undersigned hereby appoints E.J. Elliott, Russell R. Lee III, or any of them, as proxies, each with the power to appoint his or her substitute, to represent, and vote all shares of Common Stock of and on behalf of the undersigned as designated on the reverse side at the Annual Meeting of Shareholders of Gencor Industries, Inc., to be held March 8, 1996, and any adjournments thereof, with all powers the undersigned would possess if personally present and voting at such meeting. - -------------------------------------------------------------------------------- FOLD AND DETACH HERE YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1 AND 2. Please mark your votes as indicated in [X] this example 1. ELECTION OF DIRECTORS David A. Air FOR nominee WITHHOLD (INSTRUCTION: To withhold authority to vote for any individual nominee, listed at right AUTHORITY write that nominee's name in the space provided below.) (except as marked to vote for to the contrary at right) nominee listed at right _______________________________________________________________________ [ ] [ ] 2. PROPOSAL TO RATIFY THE SELECTION OF 3. OTHER BUSINESS: The Proxies are This Proxy, when properly executed, will be DELOITTE & TOUCHE LLP AS AUDITORS authorized to vote in their voted in the manner directed herein by the discretion on such other undersigned shareholder. If no direction is FOR AGAINST ABSTAIN business as may properly come indicated, the Proxy will be voted FOR Proposals [ ] [ ] [ ] before the meeting. 1 and 2. PLEASE MARK ON THIS SIDE; THEN SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE ENCLOSED ______ ENVELOPE. | PLEASE SIGN EXACTLY AS NAME(S) APPEAR(S) | HEREON. If shares are held in the name of two or more persons, all must sign. When signing as Attorney, Executor, Administrator, Personal Representative, Trustee or Guardian, give full title as such. if signer is a corporation, sign full corporate name by duly authorized officer. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. Date:_____________________________________, 1996 ________________________________________________ Signature ________________________________________________ Signature if held jointly - ----------------------------------------------------------------------------------------------------------------------------------- FOLD AND DETACH HERE
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